Terms of Use

1. Introduction

These Terms of Use govern your individual access to and use of Terna Systems AB’s websites, Software, Connected Services, portals, mobile applications, downloadable components, Documentation and other user-facing TERNA3D™ functionality. By accessing or using any of these, you agree to comply with these Terms of Use.

These Terms of Use are user-level terms. They do not govern customer-level commercial terms, subscription terms, purchase terms, hardware ownership or sale, software license scope, support commitments, warranties, payment terms, liability limits, data processing terms or any Order Form. Those matters are governed by the applicable agreement between Terna and the relevant customer, partner or prospect, including Terna’s Master Subscription Agreement, Master Purchase and License Agreement, applicable Order Form, partner agreement, demo agreement or other written agreement, as applicable (“Customer Agreement”).

In the event of conflict between these Terms of Use and a Customer Agreement, the Customer Agreement prevails for customer-level commercial, subscription, purchase, license, warranty, support, liability, payment and data-processing terms.

In these Terms of Use, “Software”, “Connected Services”, “Documentation”, “Customer Data”, “Authorized User”, “Order Form”, “MSA”, “MPLA” and “Customer Agreement” have the meanings given in the applicable Customer Agreement, unless the context requires otherwise. “Terna”, “we”, “us” or “our” means Terna Systems AB. “You” or “your” means the individual accessing or using the Website, Software, Connected Services or Content.

Terna may update these Terms of Use from time to time. Updated Terms of Use apply when posted, made available or otherwise notified, subject to the applicable Customer Agreement. Terna may require acceptance of updated Terms of Use by click-through, login prompt, written confirmation or continued access to or use of the Website, Software or Connected Services after notice.

2. Scope

These Terms of Use apply to:

• use of Terna’s website at www.ternasystems.com and any other website controlled by Terna (the "Website");
• use of Terna’s Software, Connected Services, portals, mobile applications, web applications, downloadable components, connectors, APIs and other user-facing TERNA3D™ functionality; and
• use of information, materials, articles, images, photographs, graphics, audio files, videos, product-related materials, white papers, brochures, presentations, data sheets and other content made available by Terna (the “Content”).

3. Website

You may visit and use the Website and its Content without revealing personal information about yourself, unless a specific feature requires you to provide information. Individuals who have not reached the age of majority are not eligible to use the Website, and we request that no information relating to such individuals be submitted to us.

The Website provides access to resources and Content about Terna and its products and services. By accessing or using the Website or Content, you agree to comply with these Terms of Use.

4. Software and Connected Services

Access to the Software and Connected Services is available only to users authorized by a Terna customer, partner or prospect, and only within the scope of the applicable Customer Agreement. A Customer Agreement may be based on Terna’s subscription delivery model, governed by Terna’s Master Subscription Agreement, or Terna’s purchase-and-license delivery model, governed by Terna’s Master Purchase and License Agreement.

Under the subscription delivery model, the TERNA3D™ solution is made available during the applicable Subscription Term and no hardware is sold to the customer. Under the purchase-and-license delivery model, TERNA3D hardware may be sold to the customer and related Software is licensed, while Connected Services are provided only as stated in the applicable Order Form, Included Services Period or Support Agreement. These Terms of Use do not alter either delivery model.

You may access the Software and Connected Services only if you have valid authorization from a Terna customer, partner or prospect and have been provided with authorized login credentials. You may use the Software and Connected Services solely within the scope agreed between Terna and the customer, partner or prospect with which you are associated.

If Software components, connectors or applications are made available for download through trusted marketplaces, app stores, Terna websites or other approved channels, you may use them only together with the applicable Terna Software, Hardware or Connected Services and only as authorized under the applicable Customer Agreement. No standalone right to use, copy, distribute, transfer or resell such components is granted under these Terms of Use.

By accessing or using the Website, Software or Connected Services, you acknowledge that Terna processes personal data as described in its Privacy Policy. The Privacy Policy is provided for transparency and does not amend or override these Terms of Use, any Customer Agreement, Order Form or applicable data processing agreement.

5. Use of Content

You may download, store, display, view, listen to, play, print and use Content that Terna publishes on or broadcasts through the Website or makes available for download, subject to the following conditions:

1. the Content may be used solely for your personal, professional, informational and internal business evaluation purposes, unless Terna expressly authorizes otherwise;
2. you must not present any Content as your own;
3. the Content may not be modified or altered without Terna’s prior written consent; and
4. the Content may not be redistributed, reproduced or publicly displayed without Terna’s prior written consent.

Website Content is provided as a convenience to users and Terna is under no obligation to provide technical support for it.

Content, data, outputs, project files, models, machine-control information, positioning data, support materials and other information made available through the Software or Connected Services may be used only as authorized under the applicable Customer Agreement, Documentation and these Terms of Use. Such materials may include confidential information of Terna, the relevant customer, partners or third parties and may not be copied, disclosed, exported, shared or redistributed except as expressly authorized.

6. Online Communication Channels

Terna may provide communication channels on its Website or through third-party social networks, such as LinkedIn or Facebook, that allow users to communicate with Terna and others and to share thoughts or opinions through comments. These channels are designed to facilitate the dissemination and exchange of information about Terna’s products and services.

All content posted in these communication channels is the sole responsibility of the individual who originally posted it. Opinions expressed in these channels do not necessarily reflect the views or opinions of Terna.

Terna reserves the right to remove any content you post and/or terminate your access to these communication channels if Terna determines that your statements or behaviour are inaccurate, obscene, defamatory, threatening, infringing, invasive of privacy, injurious, objectionable or otherwise in violation of these Terms of Use or applicable law.

You must not post or upload Customer Data, project files, design files, machine-control models, geodata, coordinates, positioning data, screenshots from customer environments, machine logs, personal data, confidential business information, source code, object code, technical instructions or other non-public Terna, customer, partner or third-party information to Terna’s communication channels unless you are authorized to do so.

You also agree not to harvest or otherwise collect information about others, including email addresses, nor to use Terna’s communication channels or information obtained from them to send unsolicited emails of any kind. Terna is not responsible or liable for the accuracy or availability of information posted on its communication channels or for any decisions made based on such information.

7. Intellectual Property

The Website, Website Content, Software, Firmware, Connected Services, Documentation, Updates, product designs, configurations, workflows, methods, know-how, inventions, developments, trademarks, logos and other Terna materials are owned by Terna Systems AB or its licensors and are protected by intellectual property laws. All rights not expressly granted are reserved.

The “Terna” wordmark and logo are trademarks of Terna Systems AB and may not be used by any third party without Terna’s express written authorization.

No ownership in Software, Firmware, Documentation, Connected Services, Updates, source code, algorithms, know-how or other Terna intellectual property is transferred under these Terms of Use. Any sale or ownership transfer of physical hardware, if applicable, is governed solely by the applicable Customer Agreement.

Customer Data remains governed by the applicable Customer Agreement. Feedback, suggestions or ideas you provide regarding Terna’s products or services may be used by Terna to improve or develop its products and services, without restriction or obligation to you, unless prohibited by the applicable Customer Agreement.

8. Your Representations

You shall not, and shall not permit any other person to:

1. access or use the Website, Software or Connected Services without authorization;
2. reverse engineer, decompile, disassemble or otherwise attempt to derive source code, algorithms, file formats, interfaces or underlying ideas, except to the limited extent mandatory law expressly permits;
3. create derivative works based on the Software, Documentation or Terna materials;
4. copy, frame, mirror, scrape or extract any part of the Website, Software, Connected Services or Content except as expressly permitted;
5. sell, resell, rent, lease, sublicense, distribute, host, outsource, timeshare or otherwise make the Software, Hardware, Connected Services or Content available to unauthorized third parties;
6. separate Firmware from Hardware or install Firmware on unauthorized hardware;
7. bypass license keys, usage limits, security features, access controls or technical restrictions;
8. use the Website, Software, Connected Services or Content to develop, train, benchmark or improve a competing product or service;
9. publish benchmarks, performance results, accuracy tests, security tests or competitive analyses without Terna’s prior written consent;
10. store, transmit or upload unlawful, infringing, defamatory, privacy-violating or malicious content;
11. introduce viruses, malware or other Malicious Code;
12. interfere with the integrity, security, availability or performance of the Website, Software, Connected Services or related systems;
13. use the Software or Connected Services in High-Risk Activities as described in Section 15; or
14. use the Website, Software, Connected Services or Content in violation of export control, sanctions, privacy, safety or other applicable laws.

9. Secure Access and Usage

Access to the Software and Connected Services is restricted to Authorized Users only. You must use only your own assigned credentials, keep all usernames, passwords, tokens and account information confidential, and not share access with any other person.

You are responsible for all activity conducted through your account. You must promptly notify Terna and, where applicable, the customer or partner that authorized your access if you become aware of unauthorized access, credential compromise or any other security incident.

You acknowledge that data and content presented or processed by the Software or Connected Services may include Customer Data and confidential information of a customer, partner or third party. You must not disclose such information except as authorized under the applicable Customer Agreement or by the relevant customer or partner.

You must comply with applicable security procedures, Documentation, product instructions and other Online Terms. Terna may require acceptance of updated Online Terms by click-through, login prompt, written confirmation or continued use after notice. If you do not accept applicable Online Terms, Terna may suspend or restrict affected access or services to the extent reasonably necessary.

10. Privacy Policy

Your privacy is of the utmost importance to Terna. We are committed to protecting your personal information and ensuring transparency in how it is handled. Terna’s Privacy Policy, available on our Website, addresses how Terna processes personal data and is provided for transparency and informational purposes. You should review the then-current Privacy Policy before using the Website, Software or Connected Services.

The Privacy Policy does not amend or override these Terms of Use, any Customer Agreement, Order Form or applicable data processing agreement. Where Terna processes personal data on behalf of a customer, such processing is governed by the applicable Customer Agreement and any applicable data processing agreement.

11. Suspension or Termination of Individual Use

Terna may suspend, restrict or terminate your individual access to the Website, Software, Connected Services or Content if Terna reasonably determines that:

1. you have breached these Terms of Use, applicable Online Terms, Documentation, security requirements or applicable law;
2. your access creates a security, operational, legal or third-party risk;
3. the customer or partner that authorized your access requests or requires suspension;
4. your authorization ends;
5. the applicable Customer Agreement expires or is terminated;
6. you do not accept applicable updated Online Terms; or
7. suspension is reasonably required to protect Terna, customers, partners, other users or third parties.

Suspension or termination of your individual access does not, by itself, terminate any Customer Agreement, Order Form, hardware ownership right, payment obligation or software license held by the relevant customer, except to the extent expressly stated in the applicable Customer Agreement.

Terna will not be liable to you or any third party for suspension, restriction or termination of your access in accordance with these Terms of Use or the applicable Customer Agreement.

12. Indemnification

To the maximum extent permitted by applicable law and without limiting or altering any Customer Agreement, you agree to indemnify and hold harmless Terna, its Affiliates, officers, directors, employees, subcontractors, Authorized Partners and licensors from claims, liabilities, damages, losses, costs and expenses arising out of or in connection with your breach of these Terms of Use, unauthorized use of the Website, Software or Connected Services, unlawful disclosure of Customer Data or confidential information, infringement of third-party rights, violation of privacy rights or introduction of Malicious Code.

13. Third-Party Websites, Components and Services

The Website, Software and Connected Services may link to, interoperate with or depend on third-party websites, software, hardware, open-source components, app stores, operating systems, cloud platforms, cellular networks, GNSS or RTK providers, maps, geodata, file formats, integrations, data sources or other third-party products or services. Such third-party components and services are not controlled by Terna and may be subject to separate third-party terms.

You are responsible for complying with applicable third-party terms to the extent you access, use or enable such third-party components or services. Terna is not responsible for third-party websites, content, components, services, availability, accuracy, security, changes or failures, except to the extent expressly stated in the applicable Customer Agreement.

14. Disclaimer

Except as expressly provided in an applicable Customer Agreement, the Website, Website Content, demo access, trial access, downloadable components and user-facing Software or Connected Services are provided on an “as is” and “as available” basis.

Nothing in these Terms of Use limits any express customer-level warranty, support commitment or remedy provided in an applicable Customer Agreement. However, Terna does not warrant that the Website, Software or Connected Services will be uninterrupted, continuously available, error-free, free of External Dependencies or suitable for any specific operational, production, commercial, safety or regulatory outcome.

For purposes of these Terms of Use, “External Dependencies” include systems, infrastructure, services, equipment, signals, data sources, environments and circumstances not controlled by Terna, including GNSS, RTK and Network RTK services, correction data, satellites, telecommunications networks, wireless networks, internet connectivity, cloud infrastructure, app stores, operating systems, customer machinery, attachments, sensors not supplied by Terna, site conditions, geodata, machine-control models, design files, third-party integrations and customer systems.

The TERNA3D™ solution is a decision-support and measurement tool. It does not replace professional judgment, site verification, operator training, safety controls or operational controls. You and the relevant customer remain responsible for verifying measurements, positioning data, coordinates, slopes, models, design files, settings, calibration, outputs and results before, during and after use.

15. Limitation of Liability

To the maximum extent permitted by applicable law and except as expressly provided in an applicable Customer Agreement, Terna shall not be liable to you for any direct, indirect, incidental, special, consequential, punitive or exemplary damages, or for loss of profits, revenue, production, business, data, use, goodwill or anticipated savings, arising out of or relating to your access to or use of, or inability to access or use, the Website, Content, Software or Connected Services.

Customer-level claims, liability caps, exclusions and remedies are governed by the applicable Customer Agreement and not by these Terms of Use, except to the extent the Customer Agreement expressly incorporates these Terms of Use.

16. Exclusions and Mandatory Law

If applicable law does not allow certain disclaimers, exclusions or limitations, those disclaimers, exclusions or limitations apply only to the maximum extent permitted by law. All remaining provisions remain in full force and effect.

Nothing in these Terms of Use excludes or limits liability where such exclusion or limitation is prohibited by mandatory law, or alters rights and remedies expressly provided in an applicable Customer Agreement.

17. Legal Compliance

You shall comply with all applicable laws, regulations, permits, site rules, safety requirements, Documentation and Customer Agreement requirements relating to your access to and use of the Website, Content, Software and Connected Services.

You may not access, download, export, re-export, transfer, disclose or use the Website, Content, Software, Documentation, technical information or Connected Services in violation of applicable export control, sanctions, customs, import/export, privacy, anti-bribery, anti-corruption or other laws.

For purposes of these Terms of Use, “High-Risk Activities” means use in systems or activities where failure, interruption, inaccurate output or misuse could reasonably be expected to result in death, personal injury, severe property damage or severe environmental damage. You may not use the Software or Connected Services in High-Risk Activities or in any manner that could reasonably be expected to result in death, personal injury, severe physical damage or severe environmental damage unless expressly authorized by Terna in writing and permitted under the applicable Customer Agreement.

18. Severability; Waiver

If any provision of these Terms of Use is held to be invalid, illegal or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid, legal and enforceable while preserving its intent, and the remaining provisions shall remain in full force and effect.

Terna’s failure to enforce any provision of these Terms of Use does not constitute a waiver of that provision or any other right. Any waiver must be in writing and applies only to the specific instance stated.

19. Governing Law and Dispute Resolution

These Terms of Use and all matters relating to your individual access to and use of the Website, Content, Software and Connected Services shall be governed by the laws of Sweden, without regard to conflict-of-law rules.

Any dispute arising out of or in connection with these Terms of Use shall first be attempted to be settled amicably. If the parties cannot reach a settlement, the dispute shall be finally settled by arbitration in accordance with the Rules of Arbitration of the Stockholm Chamber of Commerce. The arbitration shall take place in Stockholm, Sweden, and the proceedings shall be conducted in English. Either party may enforce the arbitral award before any competent court.

Customer-level disputes, including disputes relating to an Order Form, subscription, hardware purchase, software license, support, payment, warranty, liability, DPA or termination of a Customer Agreement, are governed by the applicable Customer Agreement.

20. Contact Us

If you have questions about these Terms of Use, contact Terna at contact@ternasystems.com. Questions regarding privacy or personal data should be handled in accordance with Terna’s Privacy Policy. Questions regarding customer-level commercial terms, support, subscriptions, purchases, licenses, hardware, warranties, payments or Order Forms should be directed to the Terna customer, partner or Terna representative responsible for the applicable Customer Agreement.